|... 2+. Responsibilities. The -sccomplishnent of the objectivesof this.

agreement contemplates and requires the cooperation and best efforts of
Dow and Mallinckrodt. The responsibilities of the Parties shall include,
hut shall not be confined to, the following:

{a) Dow shall:

(1) Design euxiliary equipment for its press, including
ingtallation and adaptation of an induction heating unit or billet pre-
neat, a trensfer mechanism to convey the billet from the heater to the
Jiner, the incorporation of a lubricant (such as a "glassing table")
with the transfer device and handling equipment to receive the bar as
it emerges from the die (with advice and assistance from Mallinckrodt
in establishing basic assumptions).

(ii) Design dies, liners, containers, dummy blocks,
ete., (with advice and assistance from Mallinckrodt where desireble
to cope with special properties of uranium),

(444) Design ewciliary equipment necessary to tie in and
adapt dust collecting equipment to the dimensions and configurations of
the extrusion press and the surrounding work area.

(iv) Supply the use of its press, labor, and plant
facilities necessary to the performance of the work cycle(s) provided
for herein.

(b) Mallinckrodt shall:

(4) a. Procure the auxiliary equipment (on the basis
of design information prepared by Dow) required to adapt the Dow press
and facilities for the special purposes of this research and development

progrem.
b. Contract for the installation of such auxiliary
equipment by an independent equipment contractor, which contractor shall -
be acceptable to Dow.

(41) Procure for delivery to Dow, all tools, materials,
supplies and articles such as “follower blocks", glass for lubrication,
salt for surface protection and helium gas for controlled atmospheres
during heating and cooling, required for the speciel purposes of this
research and development program,

(441) a. Design, for approval by Dow, dust arresting
and other protective equipment.



(e) Studies of ram. speed.versus surface. quality and die life,
effects of Liner and die temperatures, a1

nd 6f correlation of

thrust requirements with billet temperature,

2. Responsibilities, The accomplishment of the objectives of this
Agreement contemplates .and requires the cooperation and best efforts of
Dow and Mallinckrodt, The responsibilities of the Parties shall include,
but shall not be confined to, the following:

(a)

(b)

Dow shall: . .

i, Design auxiliary equipment for its press including an
induction heating unit or billet preheat, a transfer

mechanism to convey the billet from the heater to the

limer, the incorporation of & lubricant (such as a "glassing
table") with the transfer device and handling equipment to
receive the bar as it emerges from the die( with advice and
assistance from Mallinckrodt in establishing basic assumptions).

ii, Design dies, liners, containers, dummy blocks, ete., (with
advice and assistance from Mallinckrodt where desirable to
cope with special properties of uranium),
iii, Design auxiliary equipment necessary to tie in and adapt
dust collecting equipment to the dimensions and configurations
of the’ extrusion press and the surrounding work area.

dv, Supply the use of ite press, lebor, end plant facilities
necessary to the performance of the work cycles(s) provided
for herein,

Mallinckrodt shall: .

4, (a) Procure the auxiliary equipment (on the basis of design
information prepared by Dow) required to adapt the Dow press
and facilities for the special purposes of this research and _
development program,

(b) Contract for the installation of such auxiliary equip-
ment by an independent equipment contractor, which contrector
shall be acceptable to Dow.

ii, Procure for delivery to Dow all tools, materials, supplies
and articles such as "follower blocks", gless for lubrication,
salt for ‘surface protection and helium gas for controlled
atmospheres during heating and cooling, required for the special
purposes of this research and development program,



Mois PARTIES .

B anTICIE I Definitions. .- -

wRQTOLR II- Scope of the Research and Development Work. .

1, Objectives... e+

2, Responsibilities of the Parties. .

ARPICLS II
ARTICLE IV

ARTICLE V-

ARTICIE Vi-

ARPICIE VII-

Consideration.

~ Term and Termination . . + «© + + »

Option to Purchase Auxiliary Equipment,

fools and Supplies...

Difference or Disagreement .

Indemnity. «e+ e+ + 2 @

ARTICIE VITICovenant Against Contingent Fees

ARTICLE T-
ARTICLE X =

ARTICLE XI-
ARTICLE XII-

Officials Not to Benefit .
Renegotiation. oe ce ee
Examination of Records .

TexsB 2 eo ee ete

ARTICLE KII]-Security ..+- +2222 °

ARTICIE XIV- Patent Indemnity oo © +o esse

ARTICLE XV-

ARTICLE XVIL Inventions or Discoveries “Relating

Non-Waiver of Invention and Patent

this Agreement...

ARTICLE XViE-Compliance with Lew .. -

ARTICLE XVITI- Approval ..- +e -

ARPICLE XIX

Alterations... -

Rights.

Vw eB woN

nw

a

0 O 8 © O VW TI FO

-10

10

. 1d



~~" “0 Brogure and contrect for the installation of such
equipment by an independent equipment contractor, which contrector shall
be acceptable to Dow.

i . (iv) a. Arrange for complete survey of breathing zone
air quality to be conducted periodically by the Hsalth and Safety Labora~
‘tory of the Atomic Energy Commission, or as the Commission may direct.

b. Establish a program for area clearance after
each cycle.

{v) Procure and contract for such modifications and
additions to the dust arresting and other protective equipment re-
iquired by plant area surveys made from time to time during the course
of the work, -

(vi) Supply to Dow the uranium billete ellocated for
a work cycle(s) (tentatively determined as twenty (20) billets), end
pick up the billets or extruded metal at the conclusion of a work cycle.

(vii) Be accountable for the urenium metal during the
work cycle.

-(wiii) Take full responsibility for the quality of the
extruded metal.

(ce) Mallinckrodt and Dow shall:

{i) Meet at suitable times to schedule design and

development work; to determine the time and date of the work cycles,
with due regard to Dow's operating schedule; to resolve such problems
as may be involved in working with uranium metal; and to conclude the
acquisition by Dow, or the removal or disposition by Mallinckrodt, of
the auciliary equipment, tools end supplies installed or used during
the course of this program, in accordance with ARTICLE V hereof.

ARTICLE III CONSIDERATION

1. Payment(s) to Dow shall be in accordance with the work cycle
prices set forth in Paragraph 2 below. Such work cycle payment( sf shall
constitute full compensation for all services and facilities supplied
pursuant to this Agreement. The first work cycle payment includes such
engineering end other costs and expenses as shall be incurred in the
design of auxiliery equipment, andin the planning and programming of
the work cycle(s).

2. The work cycle price shall be:

(a) For the first work cycle $ 11,050.00



---(q4)--The-term="work—cycle"-means 4, he. serwices.endfacilities -

"hereby contracted for ( and more fully described in Article TI-
Scope of the Research and Devel nt Work); and which sheli—be -—

supplied by Dow in stated periods of time, A work cycle shall

consist of a period of twenty-eight (28) hours of which the

firat six (6) hours shall be set-up time; the middle siixteen(16)

hours shall be experimentation (extrusion) time; and the final

six (6) hours shail be clean-up tims,

In the event the experimentation (extrusion) time is inter-
rupted due to causes attributable to the services or facilities
supplied by Dow then such time shall be extended to the extent
necessary to compensate for the hours lost, until a total of
sixteen (16) hours experimentation’ (extrusion) time shall have
been provided, Such extended time, by mutual agreement of the
Parties, may be provided in a later work cycle,

Ig the interruption to the experimentation(extrusion) time
is due to causes attributable to the auxiliary equipment preeured
and installed by Mallinckrodt, repairs thereof shall be made by
Dow with due diligence and the time required for such repairs
ghall bs counted as experimentation (extrusion) time.

ARTICLE IT - SCOPE OF THE RESEARCH AND
DEVELOPMENT WORK

1. Objectives, The objectives of the research and development work to
_be performed under .this Agreement are to determine factors in the extrusion
of uranium metal which will effect the final selection and purchase of
tools and auxiliary supplies for use with an extrusion press to be located
at production facilities of the Commission, Such objectives include, but
shall not be confined to, the following:

(a) The testing end screening of die metals of various compositions
including chromium carbide inserts, alloy dies faced with hard
surfacing weld deposits, chromium-plated dies, and austenitic steel

materials,

(bd) The choice of contour, of the die cavity including the entrant
gone angle, the entrant radius and the length of the "lendTM,

(c) The nature of the "lubricant" applied to the uranium metal
billet and tools. -

(a) The testing of a "follower block" inserted as a disc between
the uranium billet and the hardened dummy block against which
the ram presses,



~—- : . nis

Lz

—t

"Memorandum ° UNITED STATES GOVERNMENT ~~ 5
STANTS7

“" “Oak Ridge Operations Office

F. H. Belcher, Area Manager,
St. louis Area Office

-: AGREEMENT BETWEEN MALLINCKRODT CHEMICAL WORKS AND DoW CHEMICAL
COMPANY FOR EXPERIMENTAL EXTRUSION. WORK

: MC:HBR
Attention: John R. Moore

By teletype of August 31, 1956, this office requested authorization
for MCW to negotiate a cost-plus-a-fixed-fee subcontract with Dow
Chemical Company, Madison, Ellinois, for the purchase of experimental
work in gamma extrusion. By memorandum of September 7, 1956, we
received your approval. After considerable negotiation, MOW was
unable to secure agreement with Dow to perform this work on a CPFF
basis. Further discussion and investigation by the parties resulted
in the belief that a fixed-price subcontract would be feasible and,
upon this basis, the attached subcontract was negotiated between MOT
and Dow, As you will note from the subcontract, the fixed considera-
tion to be paid Dow is set up on a “per cycle" basis with a total
monetary Limit of $86,400.00. Additional costs, such as subcontracting : Lye
_ for installation work necessary for the conversion of the press, cer- a
tain health requirements, and MOF purchase of equipment, will bring the
total cost to an estimated $100,000.00 and, therefore, monetarily within .
the contracting authority of this office. However, prior to the . t
approval of this subcontract, it was brought to the attention of OROO
that the subcontract contained an indemnity provision against atomic
hazards with a Limitation of $5,000,000.00. OROO felt that this ‘
indemnity provision should be considered a part of the subcontract com- . fF.
mitment and, therefore, outside the authority of both this Area and ‘ ee .

OROO.

MCW and the Commission talked with Dow in an effort to devise some
satisfactory substitute sufficient to afford the protection to Dow : : :
that they insisted they must have from atomic hazards. Dow was agree- :
able to Mallinckrodt insuring against this liability or, if possible 5
and without too great a risk to Dow's other insurance programs, direct i
insurance in favor of Dow (MCW paying the premium costs) if such .
insurance could be obtained. Every means available to NOW and the
Commission has been exhausted without success in attempting to procure
insurance to cover this particular hazard in the name of Dow. In dis- 1
cussions with agents and directly with liability representatives of |
insurance companies in the St. Louis Area we found that the insurance :
* ; . : i
were not prepared to insure against the type of risk contem- H
Discussions between members of your :
I
}

companies
plated by the indemnity provision.

proper classification).
Peat $y %



full compensation for all services and facilities supplied pursuant to
this Agreement, The first work cycle payment includes such engireering
and other costs and expenses as shall be incurred in the design cf?
auxiliary equipment, and in the plenning and programming of the work
eycle(s).

2, The work cycle price shall be:
(a) For the first work cycle . _$ 11,050,006
() For each of eleven (11)

successive work. tycles $ 6,250,00

The total work cycle prices shall not exceed $ 86,400,00

ARTICLE IV . . TERM AND TERMINATION

1, The term of this Agreement shall commence on the date of its
exe cation by the Parties and shall continue through twelve work cycles
to be provided by Dow, A work cycle shall teke place once each month
for twelve successive months, or otherwise at such time (s) as may be
determined by mutual agreement of the parties.

2. Either party may terminate this Agreement by giving thirty
(0) days written notice to the other.

ARTICIE V . Cosnr08 5 rmouss AUXILIARY
' EQUP. TOOLS AND SUPPLIES

The auxiliary equipment, tools end supplies procured by Mallinckrodt
and installed or used at Dow's plant for the special purposes of this
research and development program shall be the property of and titleg
in the Government unless and until disposed of in accordance with the
terns this article. When authorized in writing by the Commission
during the progress of this program, or upon completion or termination
of this Agreement, Dow may, upon such terms and conditions as the
Comniss‘ion may approve, acquire such property at a price agreed upon
by Mallinckrodt and Dow as the fair value thereof,



by Dow, dust arresting and __

iii, (2) Design, for approval

annus “other protective equipment,

= (b) Procure and contract for the installation of such
. equipment by an independent equipment contractor, which
‘ contractor shall be acceptable to Dow,

iv, (a) Arrange for complete survey of breathing zone air
quality to be conducted periodically by the Health and
Safety Leboratory of the Atomic Energy Commission, or as
the Commission may direct.

(b) Establish a program for area clearance after each
cycle.

v. Procure and contract for such modifications and
additions to the dust arresting and other protective equip-
ment required by plant area surveys made from time to time
during the course of the work,

vi. Supply to Dow the uranium billets allocated for a work
cycle(s) (tentatively determined as twenty(20) billets), and
pick up the billets or extruded metal at the conclusion of

a work cycle,

wii, Be accountable for the urenium metal during the work
cycle,

viii, Take full responsibility for the quality of the
extruded metal,

(ce) Mallinckrodt and Dow shall:

i, Meet at suitable times to schedule design and development
work; to determine the time and date of the work cycles, with
due regard to Dow's operating schedule; to resolve such
problems #s may be involved in working with uranium metal;
and to conclude the acquisition by Dow, or the removal or
disposition by Mallinckrodt, of the auxiliary equipment, tools
and supplies installed or used during the course of this
program, in accordance with Article V hereof,

CONS IDERAT TON

CLE Tir
1, Payment(s) to Dow shall be in accordance with the work cycle prices
forth in Peregraph 2 below, Such work cycle payment(s) shell constitute



AGREE EME UT

THIS AGREEMENT, entered into this _ day of 91956,
by and between Mallinckrodt Chemical Works, hereinefter called
Mellindcrodt, a Missouri Corporation having ‘its principal offic
City of St.Louis, State of Missouri, and Dow Chemical Company,

‘ter called Dow, a Corporation having its Madison Divis.

in the City of Madison, State of Dlinois;

in the
eine

WITNESSETH THAT:

WHEREAS ,Mallinckrodt is performing certain work under Contract
No, W-l{-108-BNC-8, (Amendment No, 115),héroinafter celled "Principal
Contract", for the United States of America, hereinafter called the
"Goverment" , represented by the United States Atomic Energy Comission,
hereinafter called the "Commission"; and

WHEREAS, Mallinckrodt desires ‘Dow to perform certain research
and dev elopmental work in gamma phase extrusion of Uranium metel, the
said work to be done at Dow's Medison Tilinois plant; and

WHEREAS, Dow is willing to undertake the work in accordance with
vhe provisions of this Agreement; and

WHEREAS, the work to be performed by Dow must be commenced prior
to the developnent of adequate data upon which bids might be solicited
by formal advertising in order to complete Commission production
facilities within the time established by Commission program require=

ments under the Principal Contract; and

WHEREAS, the Commission certifies that this negotiated Agreement
is authorized by and executed under the Atomic Energy Act of 1954 in
the interests of the Common Defense and Secur Aty; |

NOW THEREFORE, in consideration of the mutual agreements and
undertakings of the Parties, the Parties hereto do hereby agree as

follows:
ARTICLE I DEFINITIONS.
1. As used in this Agreement:

(a) The term "Mallinckrodt" means the Uranium Division of
Mallinckrodt Chemical Works.

(b) The term "Dow means the Nadison Division of Dow Chemical
Company.

(c) The term "Commission" means the United States Atomic Energy
Commission or any duly authorized representative thereof,



Jn (@) Phe -termtwork=cycle"-means.the.servicesand facilities hereby.
‘contracted for (and more fully described in ARTICLE Ii - SCOPE OF THE RESEARCH
\AND DEVELOPMENT WORK), and which shell be supplied by Dow in stated periods of -
time. A work cycle shall consist of a period of twenty-cight (28) hours of
wyhieh the first six (6) hours shall be set-up time; the middle sixteen (16)
‘yours shell be experimentation (extrusion) time; and the final six (6) hours

shall be clean-up time.

In the event the experimentation (extrusion) time is interrupted

lane to causes attributable to the services or facilities supplied by Dow,

ithen such time shell be extended to the extent. necessary to compensate for
‘ihe hours lost, until a total of sixteen (16) hours experimentation (extrusion)
game shall have been provided. Such extended time, by mutual agreement of the
Parties, may be provided in a later work cycle. 7 ~

If the interruption to the experimentation (extrusion) time is due
[to causes attributable to the auxiliary equipment procured and installed by
! Mallinckrodt, repairs thereof shall be made by Dow with due diligence and

| the time required for such repairs shall be counted as experimentation

i (extrusion) time.

| ARTICIE II SCOPE OF THE RESEARCH
AND DEVELOPMENT WORK

| 1. Objectives. The objectives of the research and development work to
be performed under this Agreement are to determine factors in the extrusion
of uranium metal which will effect the finel selection end purchase of

tools and suxiliary supplies for use with en extrusion press to be located
at production facilities of the Commission. Such objectives include, but
shall not be confined to, the following:

(a) The testing and screening of die metals of various compositions
including chromium carbide inserts, alloy dies faced with hard surfacing
veld deposits, chromium-plated dies, and austenitic steel materials.

(b) The choice of contour of the die cavity including the entrant
cone angle, the entrant radius and the length of ths "land".

(c) The nature of the "lubricant" applied to the wanium metal
billet and tools.

(a) The testing of e "follower block" inserted as a disc between
the uranium billet and the hardened dummy block against which the ram presses.

(e) Studies of ram speed versus surface quality and die life,
effects of liner and die temperatures, and of correlation of thrust re—

quirements with billet temperature.



Pretint Grtad (Pe

E

iors RSONTRACT NOS SOREN

THIS AGREEMENT, entered into this _ 15th dey of March, 1957 >
by and between Mallinckrodt Chemical Works, hereinefter called Mallinckrodt,
a Missouri Corporation having its principal office in the City of St. Louis,
State of Missouri, and Dow Chemical Compeny, hereinafter called Dow, e cor—
poration having its Madison Division Office in the City of Madison, State of

Tllinois; .

WITNESSETH THAT:

WHEREAS, Mallinckrodt is performing certain work under Contract No.
W-14-LO8-ENG-$, (Amendment No. 115), hereinafter called "Principal Contract",
for the United States of America, hereinafter called the "Government", re-
presented by the United States Atomic Energy Commission, hereinafter called
the "Commission"; and

WHEREAS, Mallinckrodt desires Dow to perform certein research and
developmental work in gemma phase extrusion of Uranium metal, the said
work to be done at Dow's Madison, Illinois plant; and

WHEREAS, Dow is willing to undertake the work in accordarce with the
provisions of this Agreement; and

WHEREAS, the work to be performed by Dow must be commenced prior
to the development of adequate data upon which bids might be solicited
by formal advertising in order to complete Commission production facilities
within the time established by Commission program requirements under the
Principal Contract; and

WHEREAS, the Commission certifies that this negotieted Agreement is
authorized by and executed under the Atomic Energy Act of 1954 in the
interests of the Common Defense and Security;

NOW THEREFORE, in consideration of the mutuel agreements and under-
takings of the Parties, the Parties hereto do hereby agree as follows:

ARTICLE I ‘ DEFINITIONS

1. As used in this Agreement:

(a) The term "Mallinckrodt" means the Uranium Division of
Mellinckrodt Chemical Works.

(>) The term "Dow" means the Madison Division of Dow
Chemical Company. .

(c) The term "Commission" means the tilted States Atomic
Energy Commission or any duly authorized representative thereof.



S. R. Sapirie ~2-

staff and this office led to the conclusion that protection to Dow
by straight indemnity was preferable to having MCW insure against
their contractual liability as raised by the indemnity provision in
the subcontract. : .

We realize that the straight indemnity provision involves certain
problems and disadvantages to the Commission; however, we feel the
advantages to having Dow perform this work as outlined in prior cor-
respondence, justification for negotiation, and selection of Dow over
other companies considered, copies of the foregoing attached, are
still valid and outweigh such contingent disadvantages as may be
present in the indemnity provision.

The subcontract, prior to execution, will be changed in the following
respects: . .

1, The Limits on the indemnity will not exceed $3,000,000.00 (possibly
$2,000,000.00) «

2, A suitable provision for notice to MOW and the Commission of any
claim under this indemnity clause will be provided in the
subcontract.

Authority to approve this subcontract in the present form with the
changes noted above is requested. As you know, it is imperative that
this work be performed at the earliest sible time,

- , Bedcher

Enclosures:
1. Subcontract (in dup.)
2. Ltr fm Dow to MOd dtd 6-11-56
3. Memo, Fellows to Thayer, dtd

6-27-56.
4. Memo, Fellows to Belcher, dtd

8-7-56 (C-RD) w/fable I (C)
5, Memo, Fellows to Brownfield,

dtd 9-2a56 a
6. Ltr, MGW to Dow, dtd 9-25-56 it
7. Negotiation Data dtd 9-25-56
8. Ltr, Dow to MGW, dtd 10-2-56

MOTE - Please return losures 2 through 8 this office,



“In the event Dow declines to exercise’ f <option, acquire.
property, or thé Commission refuses -to-authorize its-ecquisition
Shen Mallinckrodt shall dismantle and remove such property or otherwise
arrenge for its disposition with due diligence, end with due regard to

Dow's operating schedule. : .

DIFFERENCE OR DISAGREEMENT

ARTICLE VI

\Thie Agreement shall be regarded by the Parties as a cooperative

nt requiring the cooperation and best efforts of the Parties hereto,
if a difference or disagreement covering a question of fact under this
Agreement shall arise between the Parties, and the Parties are unable to
reconcile such difference or disagreement, the matter shall be in dispute
and shall be settled in accordance with the provisions of Paragraph Two

below entitled, "Disputes", .

2, Disputes. Except as otherwise provided herein, whenever Mallinckrodt
and Dow are unable to agree on any question of fact arising under this
Agreement, the dispute shall be submitted for arbitration and determination
to the Manager, Oak Ridge Operations Office, United States Atomic Energy
Commissicn, whose decision, or that of his designated representative,
vepresentatives, or board, duly authorized to decide such dispute, shall
be final and conclusive upon the Parties hereto, unless such decision is
determined by a court of competent jurisdiction to have been fraudulent
or capricious or arbitrary or so grossly erronecus as” necessarily to imply
bad faith or not to be supported by substantial eviderice. Pending final
_decision of a dispute, hereunder, and if performance has not been com
pleted, Dow shall proceed diligently with the performance of the Agreement
in-acecrdance with the Commission's instructions, ~

ARTICIEZ VIE : . "INDEMNITY

1. Mallinckrodt shell indemnify and hold harmless Dow against any
losses, claims, damages, or liabilities to which Dow may become subject
insofar as euch losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or result from euxiliary equipment, tools,
or supplies procured, or from work performed, by Mallinckrodt,

2, Dow shall indemnify and hold harmless Mallinckrodt against any
losses, claims, damages, or liabilities to which Mallinckrodt may become
subject insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or result from services and
facilities supplied by Dow,

3, Th ig the intent of the parties that each shall indemnify and
hold harmless the other against any losses, cldims, demages or liabilities
(or actions in respect thereof) arising out of or resulting from its ow
act or actions except that Mallinckrodt shall indemnify and hold harmless
Dow against atomic energy hazards ‘in accordance with Paragreph Four (zk)

below.